SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)
REGENERON PHARMACEUTICALS, INC
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
75886F 10 7
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 75886F 10 7 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Leonard S. Schleifer, M.D., Ph.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,065,531 (See Item 4)
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
2,500 (See Item 4)
7 SOLE DISPOSITIVE POWER
3,065,531 (See Item 4)
8 SHARED DISPOSITIVE POWER
2,500 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,068,031
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G/A
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CUSIP No. 75886F 10 7
Item 1. (a) Name of Issuer
Regeneron Pharmaceuticals, Inc.
Item 1. (b) Address of Issuer's Principal Executive Offices
777 Old Saw Mill River Road
Tarrytown, New York 10591
Item 2. (a) Name of Person Filing
Leonard S. Schleifer, M.D., Ph.D.
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Item 2. (b) Address of Principal Business Office or, if none, residence
777 Old Saw Mill River Road
Tarrytown, New York 10591
Item 2. (c) Citizenship
United States of America
Item 2. (d) Title of Class of Securities
Common Stock, par value $.001 per share
Item 2. (e) CUSIP Number
75886F 10 7
Item 3. Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned
3,068,031 shares, including 2,500 shares of Common Stock
held by the Schleifer Family Foundation, a charitable
foundation, of which the Reporting Person is a trustee. The
Reporting Person disclaims beneficial ownership of the shares
held by this Foundation. Excludes the following shares which
the Reporting Person disclaims beneficial ownership: (i)
29,275 shares of Class A Stock and 900 shares of Common Stock
of which Adam Schleifer, a son of the Reporting Person, is the
record owner; and (ii) 29,275 shares of Class A Stock and 900
shares of Common Stock held in a trust for the benefit of
David Schleifer, a son of the Reporting Person, of which
Harriet Schleifer, the wife of the Reporting Person, is the
record owner.
Regeneron Pharmaceuticals, Inc. (the "Issuer") has
two classes of outstanding capital stock, Common Stock, par
value $.001 per share (the "Common Stock"), holders of which
are entitled to one vote per share, and Class A Stock, par
value $.001 per share ("Class A Stock"), holders of which are
entitled to ten votes per share. The Class A Stock is not
registered pursuant to Section 12 of the Securities Exchange
Act of 1934. Each share of Class A Stock may be converted at
the option of the holder at any time into one fully paid and
non-assessable share of Common Stock. In addition, pursuant to
the terms of the Issuer's Certificate of Incorporation, each
share of Class A Stock will be automatically converted into
one fully paid and non-assessable share of Common Stock upon
the transfer of Class A Stock whether by sale, exchange, gift,
operation of law, pledge, or otherwise, or upon any transfer
of the power to vote such shares by proxy, to a person who is
not a "Permitted Transferee" (as such term is defined in the
Issuer's Certificate of Incorporation).
(b) Percent of Class
5.4% based on shares outstanding as of December 31,
2005, as reported by the Issuer, 1,710,790 shares of Class A
Stock held by the Reporting Person, and 1,232,734 shares
underlying options held by the Reporting Person which were
exercisable as of December 31, 2005 or became exercisable
within 60 days thereafter.
(c) Number of Shares as to which person has
(i) Sole power to vote or to direct the vote 3,065,531
(ii) Shared power to vote or to direct the vote 2,500
(iii) Sole power to dispose or to direct the disposition 3,065,531
(iv) Shared power to dispose or to direct the disposition 2,500
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice and Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 13, 2006
By:
/s/ Leonard Schleifer
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Leonard S. Schleifer, M.D., Ph.D.
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End of Filing